NiSource (NI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 11, 2026, with shareholders of record as of March 16, 2026, eligible to vote on key proposals, including director elections, executive compensation, and auditor ratification.

• The company serves 3.8 million customers across six states and employs about 7,700 people, focusing on safe, reliable, and affordable energy delivery.

• Shareholders can vote via mail, phone, or internet, and the company encourages early voting to ensure participation.

Voting matters and shareholder proposals

• Shareholders will vote to elect twelve directors for one-year terms, approve executive compensation on an advisory basis, and ratify Deloitte & Touche LLP as the independent auditor for 2026.

• The board recommends voting FOR all director nominees, FOR the advisory say-on-pay, and FOR auditor ratification.

• Shareholders may submit proposals for the 2027 annual meeting, with deadlines and requirements detailed in the proxy.

Board of directors and corporate governance

• The board consists of twelve nominees, eleven of whom are independent, with diverse backgrounds in industry, finance, technology, and public service.

• Board committees are fully independent, with regular executive sessions and annual evaluations of board and committee performance.

• Governance highlights include annual director elections, majority voting, proxy access, no poison pill, and the separation of chair and CEO roles.

• The board actively oversees risk, strategy, and succession planning, with specific committees responsible for areas such as audit, compensation, finance, governance, and safety.